Preheat oven to 375 degrees.

In large microwave safe bowl, melt candy corn, caramels, butter, brown sugar and whipping cream in the microwave for short 20 second bursts at a time, crushing and stirring until melted and smooth.

Fill a large oven-safe dish with popcorn. Once caramel mixture is ready, pour overtop of popcorn. Place on middle rack in oven and cook for 25 min, stirring popcorn halfway through. The goal is to make sure every ounce of popcorn is covered in caramel!

Once popcorn has finished cooking, let cool for at least 10 minutes before enjoying to ensure a satisfying crunch!

Happy Halloween munching!